The directors of SESB in office as at the date of this announcement are : a) Tan Kok Ming b) Lim Soo Kiaw c) Tan Yong Yew

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1 KHIND HOLDINGS BERHAD ( D) PROPOSED ACQUISITION BY KHIND-MISTRAL (BORNEO) SDN BHD ( W) ( KMBSB OR THE PURCHASER ), A WHOLLY OWNED SUBSIDIARY OF KHIND HOLDINGS BHD ( KHIND OR THE COMPANY ), OF ALL THAT PARCEL OF LAND HELD UNDER INDIVIDUAL TITLE LOT NO SECTION 66 KUCHING TOWN LAND DISTRICT STATE OF SARAWAK BEARING POSTAL ADDRESS OF LOT 1214 SECTION 66 JALAN PERBADANAN, OFF BINTAWA INDUSTRIAL ESTATE, KUCHING CONTAINING AN AREA OF APPROXIMATELY 4,269 SQUARE METRES ERECTED THEREON AN EXTENDED 2 STOREY WAREHOUSE FOR PHASE 1 AND 2½ STOREY WAREHOUSE FOR PHASE 2 ( THE PROPERTY ) FROM SCOPE ENTERPRISE SDN BHD ( W) ( SESB OR THE VENDOR ) FOR A PURCHASE CONSIDERATION OF RM4,800, (REFERRED TO AS THE PROPOSED ACQUISITION ) 1. INTRODUCTION The Board of Directors of KHIND ( the Board ) wishes to announce that on 5 July 2012 KMBSB, a wholly owned subsidiary of KHIND has entered into a Sale and Purchase Agreement ( SPA ) with SESB, to acquire all that parcel of land held under individual title Lot No Section 66 Kuching Town Land District State of Sarawak bearing postal address of Lot 1214 Section 66 Jalan Perbandaran, Off Bintawa Industrial Estate, Kuching containing an area of approximately 4,269 square metres erected thereon an extended 2 storey warehouse for Phase 1 and 2½ storey warehouse for Phase 2 for a purchase consideration of RM4,800, ( the Purchase Consideration ). 2. INFORMATION ON KMBSB KMBSB was incorporated in Malaysia on 22 February 1992 under the Companies Act, 1965 as a private limited company. KMBSB is principally engaged in the distribution of electrical goods. The present authorised share capital of KMBSB is RM500, divided into 500,000 ordinary shares of RM1.00 each and the issued and paid-up share capital is RM250, divided into 250,000 ordinary shares of RM1.00 each. 3. INFORMATION ON THE VENDOR SESB was incorporated in Malaysia on 17 May 1984 under Companies Act, 1965 as a private limited company. SESB is principally engaged in property investment and letting. The present authorised share capital of SESB is RM100, divided into 100,000 ordinary shares of RM1.00 each and the issued and paid-up share capital is RM50, divided into 50,000 ordinary shares of RM1.00 each. The directors of SESB in office as at the date of this announcement are : a) Tan Kok Ming b) Lim Soo Kiaw c) Tan Yong Yew The shareholders of SESB as at the date of this announcement are as below: Shareholders a) Lim Soo Kiaw b) Tan Kok Ming No. of Shares 25,000 25,000 50,000 1

2 4. INFORMATION ON THE PROPERTY 4.1 The Property is situated at Lot No Section 66 Kuching Town Land District State of Sarawak, bearing postal address of Lot 1214 Section 66 Jalan Perbadanan, Off Bintawa Industrial Estate, Kuching. 4.2 Land area is approximately 4,269 square metres (45,951 square feet) erected thereon an extended 2 storey warehouse for Phase 1 and 2½ storey warehouse for Phase The tenure of the land is leasehold with a remaining leasehold period of 43 years, expiring on Further details of the Property are set out below: Phase 1 Phase 2 Age of the Property 3 years old 2 years old Existing use Office Warehouse Net book value RM168,529 RM343, BASIS OF ARRIVING AT THE PURCHASE CONSIDERATION No valuation was carried out on the Property. The total consideration of RM4,800, was arrived through negotiation between the Vendor and the Purchaser on a willing-buyer willing seller basis, after taking into consideration of the suitability of the Property and its proximity to town area. 6. SOURCE OF FINANCING The Purchase Consideration for the Property will be funded by a combination of internal generated funds and bank borrowing at the ratio of 50: SALIENT TERMS OF THE SPA 7.1 Agreement for Sale The Vendor agrees to sell and the Purchaser agrees to purchase the Property free from all encumbrances, caveats and equities whatsoever at the Purchase Consideration. 7.2 Conditions Precedent This SPA shall be conditional upon the following being fulfilled within six (6) months from the date hereof ( the CP Period ):- (a) the Land Office Consent being obtained for the transfer of the Property from the Vendor to the Purchaser; (b) the Land Custody Development Authority Consent being obtained for the transfer of the Property from the Vendor to the Purchaser; (c) the occupation permit is issued by the appropriate authority for Phase 2; and (d) any other approvals required for the transfer of the Property from the Vendor to the Purchaser. 2

3 (collectively the Conditions Precedent ) In the event that any of the Conditions Precedent is not obtained within the CP Period, the Purchaser shall grant to the Vendor an extension of three (3) months or such extended period as may mutually be agreed between the parties hereto in writing ( the Extended CP Period ) for fulfillment of the Conditions Precedent. In the event that any of the Conditions Precedent is not obtained upon the expiry of the Extended CP Period, either party will be entitled to terminate this SPA by giving to the other party notice to that effect whereupon the Vendor shall refund to the Purchaser within fourteen (14) days from the date of the notice of termination, all monies paid to the Vendor failing which, interests at 8% per annum shall be charged on all and any payable and outstanding amount on expiry of fourteen (14) days from the date of notice of termination until actual receipt of payment by the Purchaser. 7.3 Payment The Purchaser hereby agrees to pay the Purchase Consideration in the following manner:- (a) upon execution of the SPA, a deposit of RM960, shall be paid to the Vendor towards part payment of the Purchase Consideration; (b) on issuance of the occupation permit to Phase 2, the Purchaser shall pay Ringgit Malaysia Five Hundred Thousand (RM500,000.00) only to the Vendor; and (c) on or before the completion date, the Purchaser to pay to the Vendor s Solicitors as stakeholders:- (i) Ringgit Malaysia Three Million Three Hundred Forty Thousand (RM3,340,000.00) only (if the occupation permit to Phase 2 has been obtained); or (ii) the Balance Purchase Price of RM3,840, Completion The sale and purchase shall be deemed to be completed upon the happening of the following:- (a) the receipt of the Purchase Consideration together with all interest due, if any, by the Vendor and such other sums as required under the SPA; and (b) the registration of the transfer of the Property into the name of the Purchaser and the delivery of the Property to the Purchaser. 8. RATIONALE FOR THE PROPOSED ACQUISITION The Purchaser is currently operating its business in 2 owned and 5 rented premises in Kuching. The purpose of the acquisition is to house the scattered operations centrally. 9. PROSPECTS OF THE PROPOSED ACQUISITION The Proposed Acquisition is expected to bring better control and coordination to KMBSB thereby synergistically increasing its operational efficiency and cost savings. 10. RISK FACTORS 3

4 The risk of non-completion of purchase is considered minimal. 11. EFFECTS OF THE PROPOSED ACQUISITON 11.1 Share Capital and Substantial Shareholders Shareholdings The Proposed Acquisition will not have any effect on the issued and paid-up share capital and substantial shareholders shareholdings in the Company as it will be fully satisfied by cash Earning per share The Proposed Acquisition is not expected to give any immediate material effect to the earning per share of the Company Net assets per share and gearing The Proposed Acquisition is not expected to give any immediate material effect to the net assets and gearing of the Company. 12. LIABILITIES TO BE ASSUMED There are no liabilities of the Vendor and/or any third parties to be assumed by the Company pursuant to the Proposed Acquisition. 13. APPROVALS REQUIRED The Proposed Acquisition is not subject to the approval of any authorities and/or the shareholders of the Company. 14. DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS None of the Directors and/or major shareholders of the Company or any person connected with them have any interest, whether direct and indirect, in the Proposed Acquisition. 15. HIGHEST PERCENTAGE RATIO APPLICABLE PURSUANT TO PARAGRAPH 10.02(G) OF BURSA MALAYSIA SECURITIES BERHAD MAIN MARKET LISTING REQUIREMENTS Based on the Company s Audited Financial Statements for the financial year ended 31 December 2011, the highest percentage ratio in respect of the Proposed Acquisition under Paragraph 10.02(g) of Chapter 10 of the Listing Requirements is 5.85%. 16. ESTIMATED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances, the Acquisition is expected to be completed within seven months (7) months from the date of SPA upon fulfilling all the conditions precedent. 4

5 17. DIRECTORS STATEMENT The Board, having taken into consideration all aspects of the Proposed Acquisition, is of the opinion that the terms of the Proposed Acquisition are fair and reasonable and in the best interest of KHIND Group. 18. DOCUMENTS FOR INSPECTION The SPA dated 5 July 2012 is available for inspection at the registered office of the Company at Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, Kuala Lumpur for a period of three (3) months from the date of the announcement. 5